NATIONWIDE HEALTH PROPERTIES, INC. [FORM OF] 1989 STOCK OPTION PLAN AS AMENDED AND RESTATED APRIL 20, 2001 STOCK OPTION AGREEMENT

Exhibit 10.2

NATIONWIDE HEALTH PROPERTIES, INC.

[FORM OF] 1989 STOCK OPTION PLAN AS AMENDED AND RESTATED APRIL 20, 2001

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into as of this [    ] day of [                    ], [            ], between NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (hereinafter called the “ Corporation ”), and [                ], an officer, director and/or employee of the Corporation or one of its subsidiaries (hereinafter called “ Optionee ”).

WHEREAS, the Corporation desires to carry out the purpose of the Nationwide Health Properties, Inc. 1989 Stock Option Plan as amended and restated April 20, 2001 (the “ Plan ”) by providing Optionee an opportunity to purchase shares of the Corporation’s $.10 par value Common Stock and to receive dividend equivalents, all upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby agree, as follows:

1. Definitions . As used herein, the following terms shall have the following meanings:

(a) “ Committee ” shall mean the Committee defined in Paragraph 2(k) of the Plan and designated pursuant to Paragraph 3(a) of the Plan to administer the Plan.

(b) “ Common Stock ” shall mean shares of the Corporation’s common stock, $.10 par value, subject to adjustment pursuant to Paragraph 9 hereunder.

(c) “ Dividend Equivalent ” shall mean the additional right, when earned, of an Optionee to receive for each Dividend Equivalent an amount equal to the actual dividend declared per share of Common Stock with such amount to be credited to Optionee as of the dividend payment date.

(d) “ Fair market value ” shall mean the fair market value of the Common Stock as determined in accordance with any reasonable valuation method selected by

the Committee, including the valuation methods described in Treasury Regulations Section 20.2031-2. Unless determined otherwise by the Committee, “fair market value” shall be as applied to any date specified herein, the closing price of a share of Common Stock as reported in the Wall Street Journal on such date, or if no such sales were made on such date, the closing price of such share as reported in the Wall Street Journal on the next preceding date on which there were such sales.

(e) “ Incentive Stock Option ” shall mean an Option designated as such by the Committee at the time of grant pursuant to Paragraph 2 hereof and which is an “incentive stock option” within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.

(f) “ Non-Qualified Stock Option ” shall mean an Option which is not an Incentive Stock Option.

(g) “ Option ” or “ Stock Option ” shall mean the right to purchase shares of Common Stock pursuant to Paragraph 2 of this Agreement.

(h) “ Option Price ” shall mean the purchase price per share of Common Stock hereunder.

(i) “ Option Shares ” shall mean Common Stock covered by and subject to any outstanding unexercised Option granted pursuant to this Agreement.

(j) “ Optionee ” shall mean the person named above to whom an Option has been granted pursuant to this Agreement.

(k) “ Plan ” shall refer to Nationwide Health Properties, Inc. 1989 Stock Option Plan, as amended and restated April 20, 2001, pursuant to which this Agreement is being executed.

2. Grant of Option . The Corporation hereby irrevocably grants to Optionee the right and Option to purchase all or any part of that number of Option Shares which is set forth on page 9 hereof (such number being subject to adjustment as provided in Paragraph 9 hereof) on the terms and conditions set forth herein, said Option to be designated as Incentive Stock Options and/or Non-Qualified Stock Options as set forth on page 9 hereof.

3. Exercise Price . The exercise price of the Option Shares covered by the Option granted pursuant to this Agreement shall be that price which is set forth on page 9 hereof.

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4. Terms of Option .

(a) Option Period . The Option and all rights and obligations thereunder shall expire ten (10) years from the date of this Agreement in the case of Incentive Stock Options and eleven (11) years from the date of this Agreement in the case of Non-Qualified Stock Options, and each Option shall be subject to earlier termination as provided elsewhere herein. Except as otherwise provided elsewhere herein, if Optionee shall not in any given period exercise any part of the Option which has become exercisable during that period, Optionee’s right to exercise such part of the Option shall continue until expiration of the Option, or part thereof, as provided herein.

(b) Exercise . No Option shall become exercisable until [one] year following the date of this Agreement, and shall, except as provided in Paragraph 4(h) hereof, thereafter be exercisable as set forth on page 9 hereof. No Option, or part thereof, shall be exercisable except with respect to whole shares of Common Stock, and fractional share interests shall be disregarded except that they may be accumulated.

(c) Notice and Payment . Subject to the provisions contained herein, the Option granted herein shall be exercised by written notice delivered to the Corporation, specifying the number of Option Shares with respect to which the Option is being exercised, together with concurrent payment in full of the exercise price as hereinafter provided. If the Option is being exercised by any person or persons other than Optionee, said notice shall be accompanied by proof, satisfactory to the counsel for the Corporation, of the right of such person or persons to exercise the Option. The Corporation’s receipt of a notice of exercise without concurrent receipt of the full amount of the exercise price shall not be deemed an exercise of the Option by Optionee, and the Corporation shall have no obligation to Optionee for any Option Shares unless and until full payment of the exercise price is received by the Corporation and all of the terms and provisions of this Agreement have been fully complied with.

(d) Payment of Exercise Price . The exercise price of any Option Shares purchased upon the proper exercise of the Option shall be paid in full at the time of each exercise of the Option, or part thereof, in cash or check and/or, subject to Paragraph 5(b) hereof, in Common Stock of the Corporation which, when added to the cash payment, if any, has an aggregate Fair Market Value equal to the full amount of the exercise price of the Option, or part thereof, then being exercised. Payment by Optionee as provided herein shall be made in full concurrently with Optionee’s notification to the Corporation of his or her intention to exercise all or part of the Option. If all or any part of a payment is made in shares of Common Stock as heretofore provided, such payment shall be deemed to have been made only upon receipt by the Corporation of all required share certificates, and all stock powers and all other required transfer documents necessary to transfer the shares of Common Stock to the Corporation. In addition, Options may be exercised and payment made by delivering a properly executed exercise notice together with irrevocable instructions to a broker or bank to promptly deliver to the Corporation the amount of sale proceeds necessary to pay the exercise price and any applicable tax

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withholding; the date of exercise shall be deemed to be the date the Corporation receives the notice.

(e) Minimum Exercise . Not less than ten (10) Option Shares may be purchased at any one time upon exercise of the Option unless the number of shares purchased is the total number which remains to be purchased under the Option.

(f) Prior Outstanding Incentive Stock Options . Incentive Stock Options herein granted to Optionee shall be exercisable even while Optionee has outstanding and unexercised any Incentive Stock Option previously granted to him or her pursuant to the Plan or any other Incentive Stock Option Plan of the Corporation or any Subsidiary. An Incentive Stock Option shall be treated as outstanding until it is exercised in full or expires by reason of lapse of time, or is otherwise cancelled by mutual action of Optionee and the Corporation.

(g) Compliance With Law . No shares of Common Stock shall be issued upon exercise of the Option, and Optionee shall have no right or claim to such shares, unless and until: (i) payment in full has been received by the Corporation; (ii) in the opinion of the counsel for the Corporation, all applicable requirements of law and of regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with; and (iii) if required by federal or state law or regulation, Optionee shall have paid to the Corporation the amount, if any, required to be withheld on the amount deemed to be compensation to Optionee as a result of the exercise of his or her Option, or made other arrangements satisfactory to the Corporation, in its sole discretion, to satisfy applicable income tax withholding requirements.

(h) Reorganization . Notwithstanding any provision herein pertaining to the time of exercise of the Option, or part thereof, upon adoption by the requisite holders of the outstanding shares of Common Stock of any plan of dissolution, liquidation, reorganization, merger, consolidation or sale of all or substantially all of the assets of the Corporation to another corporation which would, upon consummation, result in termination of the Option in accordance with Paragraph 15 hereof, the Option herein granted shall become immediately exercisable (but in no event shall be exercisable during the first six months after they are granted if SEC Rule 16b-3, or any successor thereto, so provides) as to all unexercised Option Shares for such period of time as may be determined by the Committee, but in any event not less than 30 days, on the condition that the terminating event described in Paragraph 15 hereof is consummated.

5. Designation of Incentive Stock Options . If the Committee has designated the Option herein granted, or part thereof, as Incentive Stock Options, said designation being so indicated on page 9 hereof, such Incentive Stock Options shall be subject to the following requirements:

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(a) Disposition . Optionee shall not upon the exercise of an Incentive Stock Option dispose of such Common Stock shares thereby transferred to him or her within two years from the date of this Agreement nor within one year after su